Todd A. Sprang
About Todd A. Sprang
Todd A. Sprang is an independent director appointed to the boards of Bank First Corporation and Bank First, N.A. effective October 21, 2025. A Certified Public Accountant, Sprang spent ~35 years in public accounting with deep financial services expertise, serving 2010–2025 as a principal at CliftonLarsonAllen LLP (CLA) leading its financial services industry practice and acting as engagement signing or concurring partner for public company audits; he was also appointed to the Bank’s Audit Committee upon election . He has advised Bank First “for many years” in strategic planning, bringing audit, tax, and consulting experience across banks, credit unions, insurance, trust companies, and other financial entities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CliftonLarsonAllen LLP (CLA) | Principal; Financial Services Industry Practice Leader; Engagement Signing Partner | 2010–2025 | Led audit/tax/consulting teams for financial institutions; member of national industry leadership group |
| Large national public accounting firms (U.S.) | Partner/Leadership roles | Various years within 35-year career | Lead or concurring partner for publicly traded entities; broad audit leadership |
External Roles
| Organization | Role | Notes |
|---|---|---|
| None disclosed | — | No other public-company directorships disclosed for Sprang at appointment |
Board Governance
- Committee assignments: Appointed to the Bank’s Audit Committee; Audit Committee oversight includes financial reporting integrity, auditor independence, internal audit performance, and sole authority to hire/terminate auditors and pre-approve non-audit services .
- Independence: BFC requires all voting members of Audit, Compensation, and Governance & Nominating Committees to satisfy SEC/NASDAQ independence standards; all voting members of committees are independent per Company policy .
- Board processes: Independent director executive sessions held at least twice annually and led by the Lead Independent Director; Board conducts annual evaluations using an independent platform; committees also perform annual self-assessments .
- Meeting cadence: In 2024, Company Board held 6 meetings; Bank Board held 11; Audit Committee meets quarterly; Compensation at least twice yearly; Governance & Nominating ~monthly .
Fixed Compensation
Director compensation structure (non-employee directors; unchanged in 2024):
| Component | Amount (USD) |
|---|---|
| Annual Cash Retainer | $25,000 |
| Annual Stock Award (restricted stock) | $55,000 |
| Audit Committee Chair Fee | $15,000 |
| Compensation Committee Chair Fee | $15,000 |
| Governance & Nominating Chair Fee | $15,000 |
| Lead Independent Director Fee (if Chair not independent) | $25,000 |
| Board Chair Fee (only when Chair is independent) | $25,000 |
2024 non-employee director grant details:
- Granted 641 restricted shares on March 1, 2024 at $85.85 grant-date fair value; one-year cliff vest; dividends paid on unvested shares .
Stock ownership guidelines for alignment:
- Upon election: minimum 2,000 shares; by 5th anniversary: at least 5x annual stock award (or $275,000). CEO/President and senior management have higher salary-based multiples; policy compliance affirmed for 2024 .
Performance Compensation
Directors at BFC receive time-vested restricted stock; equity plan governance features include minimum vesting periods (directors ≥1 year; NEOs 3 years), no hedging/pledging, no tax gross-ups, no evergreen/reload features, and shareholder approval for material amendments .
Company-wide performance culture (context for pay-for-performance; NEOs):
| 2024 Annual Incentive Goal | Weight | Threshold | Target | Maximum | 2024 Actual |
|---|---|---|---|---|---|
| Assets per FTE | 33% | $9,900,000 | $10,900,000 | $11,900,000 | $11,480,000 |
| EPS – Consolidated | 34% | $5.28 | $6.21 | $7.14 | $6.50 |
| ROA – Consolidated | 33% | 1.28% | 1.51% | 1.74% | 1.56% |
Plan payout triggers (must be met for any incentive payout/grant): Non-performing assets ≤2.0%, NPS ≥55 (2024), liquidity ≥25%, good regulatory/audit standing, and active employment in good standing .
Clawback: Compliant with Rule 10D-1/Nasdaq; applies to cash/equity incentives upon accounting restatement or restrictive covenant violations .
Insider trading/hedging: Short sales, hedging, margin, and pledging prohibited; blackout periods and pre-clearance required .
Other Directorships & Interlocks
| Person/Entity | Nature | Assessment |
|---|---|---|
| Prior advisory relationship | Sprang described as a “trusted advisor” to Bank First for many years | Potential familiarity risk; the Company reports no related-party transactions requiring disclosure and maintains robust related-party approval policies (arm’s-length terms; majority disinterested Board approval) . |
| Auditor relationship | Current independent auditor: Forvis Mazars, LLP | Sprang’s prior firm (CLA) is not the Company’s auditor; Forvis engagement and independence overseen by Audit Committee . |
| Management background overlap | CFO previously at CLA (2004–2014) | Not a related-party transaction; disclosed as prior employment only . |
Expertise & Qualifications
- CPA with extensive audit leadership; lead/concurrence partner experience for public company engagements .
- Deep financial services specialization across banks, credit unions, insurance, trust companies; expected to strengthen fiscal oversight and risk management on Audit Committee .
- BFC Board policies designate “financial expert” on Audit Committee when appropriate; 2024 Chair (Heun) was designated; Sprang’s background suggests qualification, pending formal designation by the Board .
Equity Ownership
- Beneficial ownership table (record date April 7, 2025) does not list Sprang (appointed October 2025); therefore, shares owned and % of class are not yet disclosed .
- Director stock ownership requirements apply: 2,000 shares upon election; ≥5x stock award ($275,000) within 5 years; all directors were compliant in 2024; new directors are subject to the timing provisions .
Governance Assessment
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Positive signals:
- Appointment strengthens Audit Committee with seasoned CPA and public-company audit leadership; Audit Committee retains sole authority over auditor selection and non-audit approvals .
- Strong governance infrastructure: independent committee membership; executive sessions; annual Board/committee evaluations; cybersecurity governance (ISO reporting to Audit; CAT framework) .
- Share ownership guidelines, anti-hedging/pledging policies, and clawback enhance alignment and risk mitigation .
-
Potential risks/RED FLAGS to monitor:
- Prior advisory work for Bank First could create perceived familiarity/conflict; however, Company reports no related-party transactions and enforces rigorous related-party review standards .
- Independence designation not yet disclosed for Sprang post-appointment; ensure Audit Committee independence criteria remain satisfied per SEC/NASDAQ rules .
- Attendance/engagement: no attendance data for Sprang yet; Board expects ≥75% participation; monitor through future proxies .
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Overall implication: Sprang’s appointment likely enhances board effectiveness in financial oversight and audit quality; policies in place mitigate alignment and conflict risks. Continued disclosure in the 2026 proxy should confirm independence classification, stock ownership progress, and committee designations .